Knowing Matters

M&A

HOUSTON, June 30, 2015 -- Baker Botts L.L.P, a leading international law firm, announced today that through the first half of 2015, firm lawyers advised clients on 35 major merger & acquisition transactions valued at a total of $65.6 billion.

The firm’s M&A activity for the first half of 2015 is up approximately 16% ($9 billion) compared to the first half of 2014 when the firm worked on transactions totaling $56.6 billion. The increase marks the second year in a row in which the firm’s numbers for the first half of the year have risen, with 2015 representing a more than 205% increase when compared to 2013.

Baker Botts lawyers represented clients in a number of notable transactions over the past six months, including:

• Liberty Broadband Corporation in the $5 billion acquisition of New Charter Class A Common Stock as part of Charter’s $75 billion acquisition of Time Warner Cable and $10.4 billion acquisition of Bright House Networks. New York partners Buzz McGrath and Renee Wilm led the transaction.

• Conflicts Committee of Williams Partners L.P. in the proposed $13.8 billion acquisition by The Williams Companies Inc. The transaction was led by Houston partners Josh Davidson and Tull Florey.

• Depomed, Inc. in the $1.05 billion acquisition of the U.S. rights to the NUCYNTA franchise from Janssen Pharmaceuticals, a subsidiary of Johnson & Johnson. Palo Alto partners John Martin and Brian Lee led the transaction.

“During the first half of the year we saw the trend carry forward from 2014, with a high volume of big-ticket M&A work on behalf of our clients – the work ranged from Energy, to Media/Telecoms, to Technology as well as activity in other sectors,” said David Kirkland, Co-Chair of the firm’s Corporate Department.

“Based on discussions with clients, we expect to see continued significant activity in our M&A practice for the balance of the year,” continued Kelly Rose, also Co-Chair of Baker Botts' Corporate Department.

Baker Botts traces its history to the earliest days of the Republic of Texas. Peter Gray founded the firm in 1840 with its beginnings in the railroads that were starting to crisscross the young nation. In 1874, Mr. Gray left the firm called Gray, Botts & Baker for the Supreme Court of Texas. After his departure, his two partners, Colonel W.B. Botts and Judge James A. Baker, changed the firm name to Baker & Botts. Over the years, the name changed slightly, becoming Baker Botts L.L.P. in 2000.

There are several events that catapulted the firm to national prominence:

The Galveston hurricane of 1900 destroyed what was then the largest city and port in Texas. Commerce moved inland to Houston, which replaced Galveston as the state’s largest city.

Oil was discovered in 1901 near Houston, creating dozens of companies that relied on Baker Botts as their legal counsel.

William Marsh Rice, an American businessman and founder of Rice University, was found dead in his Madison Avenue apartment. A will left his entire estate to a New York lawyer to administer as a secret trust. Captain James Baker (the second of five lineal descendants of founder, Judge James A. Baker) went to New York and determined that Mr. Rice did not die of natural causes but was murdered, that the will was a forgery, and that his butler did it! Captain Baker served as the first chairman of the board of trustees of Rice University, founded with Mr. Rice’s saved fortune. A Baker Botts partner has been on that board virtually ever since.

A succession of Baker Botts lawyers have carried on the impressive accomplishments of firm founders and assisted in the development of the City of Houston, advised presidents during times of war and founded the Texas Law Review. We hired our first female lawyers in the 1920s and embraced the expanding role of lawyers in business resulting from new government regulations generated by President Franklin D. Roosevelt’s New Deal legislation.

Today, Baker Botts has approximately 725 lawyers in 14 cities around the globe from which we serve our clients with the highest ethical and professional standards, dedication to their business needs and the most collegial association among its lawyers and staff.

Baker Botts’ vision of the future was eloquently expressed by Judge Hiram M. Garwood, a partner in the early 20th century, who said of the firm:

“I have always thought of it, not as a mere temporary association of individuals, however pleasant or however profitable, but as a permanent institution, just as Harvard or the Bank of England is an institution, with a strength, a life and individuality made up from, yet greater than, all or any of its members, in that the accumulated knowledge and achievements of its members, past and present, become the common capital of all to preserve, increase and transmit to those who shall come after us.”

Listed below are the dates of our office openings:

1940-Our Mexico City office was opened in the 1940s. The office was reorganized as a separate Mexican law firm, now Santamarina y Steta, in the 1970s.

1972-The Washington office opened to advise clients on federal regulatory issues. Partners have included an SEC chairman, SEC commissioner, SEC general counsel, General Counsel and Deputy Secretary of the U.S. Department of Transportation, an Assistant Secretary of the Treasury and former Secretary of the Treasury and Secretary of State James A. Baker, III, who served in senior government positions under three U.S. presidents.

1978-The Austin office formalized the firm’s work with the Texas State Legislature with the opening of an office in 1982. Multiple former Texas Supreme Court Chief Justices have joined the firm after retiring from the bench.

1985-The Dallas office opened to serve an increasingly important center of finance, technological innovation and transportation.

1992-The New York office opened in the financial center of the United States to better serve clients in this area. The office also supported a developing telecommunications and technology practice.

1993-Baker Botts opened a Moscow office to meet growing client demands for legal services within Russia.

1998-The London office opened to enhance the firm’s service to energy and corporate clients doing business in the United Kingdom.

2001-Baker Botts opened our first office in Riyadh, the Kingdom of Saudi Arabia in 2001. In Riyadh, we are proud to work in association with the Law Office of Mohanned bin Saud Al-Rasheed.

2005-Our Middle East presence expanded with the opening of an office in Dubai. This office addressed client needs in the Middle East and North Africa (MENA) and continued to strengthen the firm’s international energy resources.

2005-The firm opened its first office in Asia with an office in Hong Kong to focus on the energy industry, as well as providing corporate and private equity clients with cross-border mergers and acquisitions capabilities throughout Asia, with an emphasis on China.

2007-The firm opened an office in Beijing and cemented our China practice in the region with an office in the People’s Republic of China.

2008-Baker Botts opened its first office on the West Coast, in Palo Alto, to better serve the firm’s existing technology clients in California and to provide support for our clients in the Pacific Rim.

2012-The Brussels office opened to serve our clients facing competition and antitrust issues in the European Union.

2013-The Rio de Janeiro office opened in response to clients navigating the expanding energy markets in Latin and South America.

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HOUSTON, April 16, 2015 - Baker Botts, a leading international law firm, today announced that during the first 12 weeks of 2015, the firm won 18 significant trial and other litigation matters for clients.

"In each of these cases, all very different and all dealing with different facets of law - from energy, to financial fraud, to patent litigation to insurance defense and a pro bono appeal of a death row case - our trial lawyers and litigators prevailed in challenging and complex cases and achieved significant victories for our clients," said Andrew M. Baker, Managing Partner of Baker Botts.

"We try cases, and this is a record that is hard to beat," added David Sterling, Chair of the Litigation department at Baker Botts. "Our firm has a robust, vibrant and talented litigation department and these 9 trial wins and 9 other litigation victories, all in the first quarter of the year, highlight the momentum the firm has and the expertise of our trial lawyers," added Mr. Sterling.

A summary of the trial wins follows:

Baker Botts successfully defended OAO Gazprom, the largest Russian energy company, and the other defendants in a trade secrets case in state court in Fort Worth, Texas. The plaintiff in that case, Moncrief Oil, which sought over $1.25 billion in damages from Gazprom, dismissed its case with prejudice after 4 weeks of trial.

Baker Botts won an important jury trial in federal court in Dallas, Texas on behalf of Ralph Janvey, the receiver for Stanford International Bank, who is working to recover assets on behalf of Stanford’s defrauded investors. In the trial against former U.S. Ambassador to Ecuador Peter Romero, the jury found Romero must return hundreds of thousands of dollars in fees he received as a member of Stanford’s advisory board.

Baker Botts successfully defended Samsung in a jury trial in federal court in Austin, Texas in which Masakazu Ushijima, a Japanese inventor sued Samsung for patent infringement relating to Samsung’s LCD televisions and computer monitors. The jury found that none of the Samsung products infringed Ushijima’s patent.

In a trial before the Patent Trial and Appeal Board, Baker Botts obtained a ruling for its client, CaptionCall, against Ultratec, a competitor of CaptionCall, in providing communications and telephone equipment to the hearing impaired. The PTAB ruled that all eight Ultratec patents at issue were not patentable.

Baker Botts won a jury trial in a breach of contract case for LyondellBasell in state court in Houston, Texas against GIM Channelview. The jury awarded LyondellBasell $8.8 million – almost the full amount sought – and awarded GIM Channelview nothing on its $4.5 million counterclaim.

A jury in federal court in Dallas found for Baker Botts’ client, De Boulle Diamond & Jewelry, Inc., on all issues in a trademark case involving the right to use the word "Boulle" in the U.S. diamond and jewelry business.

In addition to those trial wins, Baker Botts has achieved the following other victories in litigation matters thus far in 2015:

The Texas Court of Criminal Appeals granted a new hearing to Linda Carty, who has been on death row for over a decade, on the basis prosecutorial misconduct at her trial. Baker Botts is representing Carty on appeal pro bono.

Baker Botts won a dismissal with prejudice of a securities class action lawsuit in federal court in Houston against a major engineering and construction company and its executives.

The Fourteenth Court of Appeals reversed a summary judgment barring an indemnity claim brought by Baker Botts' client, a major oil and gas company, and rendered judgment that the client was owed duties to defend and indemnify.

The Fifth Circuit Court of Appeals reversed a summary judgment rendered by a district court against Stanford receiver Ralph Janvey in favor of The Golf Channel. The Court of Appeals held that The Golf Channel is liable to Janvey for nearly $6 million that The Golf Channel had been paid by Stanford.

Baker Botts obtained a reversal from the Dallas Court of Appeals of a $38 million judgment in a case involving aviation services. Baker Botts was brought into the case to handle the appeal following entry of judgment.

After issuing a Wells Notice, the SEC closed an investigation into alleged violations of the Foreign Corrupt Practices Act in Africa by Baker Botts’ client, an exploration company.

The Texas Supreme Court reversed a lower court decision against Baker Botts client AT&T, and ruled that the Harris County Flood Control District must pay AT&T’s expenses to relocate its facilities from a bridge scheduled for demolition by the District’s flood control plan. Baker Botts was brought into the case at the appeals stage.

The Texas Supreme Court unanimously affirmed a decision in favor of Baker Botts client, The Houston Municipal Employees Pension System, in a suit brought against it by the City of Houston and a group of employees challenging the pension system’s determination that city convention and hotel workers who were transferred to a quasi-governmental entity controlled by the city were still covered "employees" under the city worker pension plan.

Baker Botts defeated a motion to certify a class of Louisiana purchasers of commercial waste hauling services in an antitrust class action suit in federal court in Louisiana against a local subsidiary of Waste Management.

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Contributors

Our London office opened in 1998 and has a growing team of both UK and internationally qualified lawyers. Our lawyers have an in-depth knowledge of the complex legal issues facing any enterprise looking to invest and do business in the United Kingdom.

On the transactional side, the London office has a large dedicated energy team. Recent assignments have included pipeline projects, gas projects (including LNG and gas-to-liquids), mergers, acquisitions and joint ventures, project financing, infrastructure projects, privatization, oil and gas exploration and production and carbon emissions trading.
In addition to the energy sector, we are deeply entrenched in transactional work in all its forms, from M&A, to joint ventures, to advice on capital markets. Particular industry focuses include technology, media, telecoms, petrochemicals, life sciences and financial services sectors.

The London office includes a thriving dispute resolution practice with experience in complex litigation and international arbitration and mediation. The office also includes an intellectual property team with broad experience in all IP areas, including litigation. Recently, the London team added white collar defense matters and international fraud and corruption investigations to its capabilities.

The London office was recognized by researchers in the latest Chambers UK publication for its work in the Projects and Energy: Energy & Natural Resources category and in the latest The Legal 500 publication for M&A. We pride ourselves on the team approach we bring to every engagement, and we believe our collaborative approach improves the results we earn for our clients.